SpiderMan: The Darkness Within
by SpideyFan914
Summary: Full summary inside. R&R. Rating WILL change. Issue 4: While SpiderMan is taking pictures of the Vulture for cash, the Vulture attacks and embarrasses him. Now, a vengeful SpiderMan is out to get him.
1. Origins

_Spider-Man: The Darkness Within #1_

_**ORIGINS**_

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"Though the world may mock Peter Parker, the timid teenager... It will soon marvel at the awesome might of Spider-Man!"

---

I honestly never really liked that classic phrase on the front cover of Amazing Fantasy #15. It seems too Clark Kent/Superman-ish. Spider-Man is completely different, for his life is much is easier to relate to. Well, yeah, he has amazing abilities and all, but is easier to relate to a random teenager who struggles for friends, love, money or an alien who comes from a dying planet who, coincidentally, looks exactly like exactly like a human?

But I'm getting off-topic.

---

Everyone knows the story of Amazing Fantasy #15, Spider-Man's first-ever appearance. He goes to a radioactivity demonstration, gets bit by the spider, lets the burglar go by, bla, bla, bla. But, what if it was different? What if, somehow, Spider-Man sensed his uncle's death and stopped the burglar when he had the chance?

This series will track down what Peter Parker's life would have been like in such a situation, and I'm telling you now – it will not be pretty. After all, if Uncle Ben lives, would Spider-Man ever learn the invaluable lesson that with great power must also come great responsibility?

I've read other What-If?s before (although I've never read an actual _What-If?_ Comic), and my complaint is this: when the Green Goblin should be attacking, suddenly the main villain will be Doctor Octopus or someone. Again, how did stopping the burglar make Norman Osborne and Otto Octavius switch places? In this fanfic, I plan to attempt to stay true to what is really happening with the other characters. In the long run, I'll find myself making up my own stories, but for now, a missing death is not going to stop Chameleon's outburst. Sure, I may skip a few issues, even create some of my own which, possibly, were skipped in the mainstream universe, but for now, I'll stay true.

Well, now that the introductions are over, enjoy _Amazing Fantasy #15 _as it is in this universe:

_Spider-Man: The Darkness Within #1_

XXX

The kids of Midtown High were crowding around outside, discussing a dance which they were planning.

"Say, gang," said Chad Finster, "we need one more guy for the dance! How about Peter Parker over there?"

Flash Thompson, the big man on campus, laughed. "Are you _kiddin'_? That bookworm wouldn't know a cha-cha from a waltz!"

"Peter Parker?" Liz Allen echoed. "He's Midtown High's only professional wallflower!" (In all honesty, I still don't know what a wallflower is. But anyway, you may have noticed that this is an exact replica of the first panel in _Amazing Fantasy #15_. Yes, I know. In fact, I currently have it in my lap as reference. Like I said, it all starts normally. In a little bit, we'll probably skip a few pages.)

---

As you may have gathered, Peter Parker was far from being biggest man on campus! But, his Uncle Ben thought he was a pretty special lad... As for Pete's Aunt May, she thought the sun rose and set upon her nephew! The faculty at Midtown High was also fond of the clean-cut, hard-working honor student! But alas, other teenagers can sometimes, unwittingly, be so very cruel to a shy young man...

"Look, there's a great new exhibit at the science hall tonight! Would any of you like to go with me?" Peter Parker asked his would-be friends one day.

"Science hall! Ha!" laughed Flash.

"_You_ stick to the science, son! _We'll_ take the chicks!" Chad snickered as he, Flash, Liz, and Sally Truman hopped in Liz's car and drove away. "See you around, bookworm!"

"Give our regards to the atom-smashers, Peter!" Liz Allen teased. Peter walked away, towards the science hall, slightly sobbing.

"Some day, I'll show them!" he sobbed. "Some day they'll be sorry! – sorry that they laughed at me!" (Okay, seriously, there were _no _thought bubbles in the earlier comics! I mean, shouldn't that last line have been in a thought bubble? Or do these older teams think out loud a lot? Sorry, I just had to get that out.)

But, a few minutes, later, Peter Parker forgets the taunts of his classmates as he is transported to another world – fascinating world of atomic science! But, as the experiment begins with the demonstrator droning on ("And now for a demonstration of how we can control radioactive rays hays here in the laboratory..."), no one notices a tiny spider, descending from the ceiling on an almost-invisible strand of web... a spider whom fate has given a starring, if brief, role to play in the drama we call life! Accidentally absorbing a fantastic amount of radioactivity, the dying arachnid (It's a little pet-peeve of mine when people call spiders insects, so I just had to fix that.), in sudden shock, bites the nearest living thing, at the split-second before life ebbs from its radioactive body!

And Peter Parker became "it".

"Ow!" he shouted. "A – a spider! It bit me! But, why is it burning so? Why is it _glowing_ that way? My head – it feels strange! I – I need some air!" And so, Peter Parker stepped outside, pondering the fantastic energy his entire body seems to be charged with. Wrapped in his thoughts, Peter doesn't hear the auto which narrowly misses him, until the last instant! And then, unnoticed by the riders, he unthinkingly leaps to safety – but what a leap it is!

"Mommy! Look at the man walking up the side of a building!" said a six-year-old pedestrian.

"That's the last horror movie I take _you_ to, young man!" responds the boy's mother. (I always get a kick out of that part!) But what the boy's mother does not realize is that her child is dead serious – Peter Parker had leaped onto the building's wall!

"What's come over me? I-I'm scaling this wall just as easily as I can _walk_! It's _incredible_!" gasps the "timid" teenager, as he approaches the roof. Anchoring himself on a steel pipe, he stares out, amazed. "I reached the roof in just a few seconds! What's _this_? I crushed this steel pipe as though it were _paper_! It's the _spider_! It _has_ to be! Somehow – in some miraculous way, his bite has transferred his own power – to _me_!" Peter spies a thin cable leading back to the alleyway. (I've no idea how it got there, so don't ask...) "I can walk down this cable as effortlessly as the spider itself can glide along its web!" Peter baffled, crawling down to the ground.

"I-I've got to have time to think!" he finally concludes on the way home. "I've got to plan what to _do_ with this unbelievable ability which fate has given me!"

XXX

And that is the origin of Spider-Man. Now, let's skip a little, because I'm getting itchy from copying word-per-word. Don't ask.

So, we left off with Peter Parker trying to figure what to do with his amazing powers! And that he did! As Spider-Man, Peter joined the film business to show off on live TV in an attempt to earn big bucks!

But, one day, his director was robbed... And yes, this is finally where you will be seeing newness in the storyline...

XXX

As his first TV spectacular ends, Peter Parker breathes the first sweet scent of fame and success!

"I'm from _Life_!" shouted a reporter. "We'll pay any price for a picture spread!"

"Sign with _me_!" hollered a producer. "I'll put you in the movies!"

"Wait! We want an interview!"

"See my agents, boys!" Spider-Man replied, leaving the room. "I'm busy!"

_Whew! _he thought (Yes, it is the rare thought bubble I told of earlier.) _Rid of 'em at last!_ "Hey! What's goin' on?" (Well... easy come, easy go...)

"_Stop! Thief!_" a police officer was shouting. "_Stop him!_ If he makes it to the he'll get away!"

At first, the Spider-Man shrugged it off. It wasn't his problem after all. But of course, if nothing happened next, this really _would_ be an exact replica of _Amazing Fantasy #15_, which would be kind of old news...

And something did happen indeed, as suddenly, Spider-Man began to feel strange, not like "my spider-sense is tingling", but like a constant voice was ringing in his head, "Stop the burglar! Stop the burglar! Stop the burglar!" Peter pondered for a moment, but finally stuck out his foot, and the thief fell to the ground.

"Thank you, sir," the officer smiled at Peter. "Mind taking off the mask?"

"See my agent, officer. I'm busy."

And on that note, the not-so-timid masked man walked towards the locker room, leaving a dumbstruck policeman behind.

XXX

Don't worry, it'll get better. After all, this is only the first issue, and it called out "Origins"! Anyway, feel free to review, offer suggestions, etc. But just so you know, I plan to have to have at least four (my lucky number) issues done by the time I publish this, so your suggestions won't take into effect until issue five (the Tinkerer).

Please, no flames. However constructive criticism would be greatly appreciated. Compliments are also nice, especially if they include material which you specifically enjoy (so that I know not to change it).

NEXT: J. JONAH JAMESON stars in _**PUBLIC MENACE**_! 'Nuff said.

XXX

Edit: I decided to publish even though I only have up to three done, so you may make recommendations for issue four (the Vulture).


	2. Public Menace

_Spider-Man: The Darkness Within #2_

_**PUBLIC MENACE**_

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"Sure, you've read many stories about many different magazine heroes! But there's never been a story like this one – because there's never been a hero like – Spider-Man!"

---

Actually, that's not true. I mean the first part. You see, _Amazing Fantasy #15 _was the first comic book I ever read (unless you include Calvin and Hobbes, which I don't, being that it's a newspaper strip). _Amazing Spider-Man #1_ was the second one. So, I had only read one comic book before. And (unless you include Stupendous Man, from Calvin and Hobbes, which, again, I don't), it had only been about one hero. And that was the same hero as in _Amazing Spider-Man #1_.

But I'm getting off-topic.

---

Thank you for taking time out of your busy schedules which may not even be busy, for reading this! And don't tell me you don't like it, because this is issue two, and non-believers would have cancelled their subscription if they didn't like issue one.

Today's story will be based on the first part of _Amazing Spider-Man #1_. That means that J. Jonah Jameson is out to get good ol' Spidey! Of course, this is the gateway to many more stories, for, not only does it introduce JJJ, but Spider-Man now has a motive for crime fighting! After all, without his invaluable lesson, why would Peter Parker butt into Chameleon's affair in issue three?

So, true believers and newcomers alike, sit back, relax, and enjoy:

_Spider-Man: The Darkness Within #2_

XXX

A man at a typewriter sits down and makes trouble for Spider-Man.

"When I'm through with this article," he thinks out loud, "Spider-Man will be run out of town!"

The man's name is J. Jonah Jameson, publisher of the _Daily Bugle_. He lives for his paper and his paper lives for cash. And when Spider-Man is introduced, it is a perfect opportunity for his paper, but not in the same way that most folks would figure...

---

"Hello, Aunt May!" Peter Parker speaks with aunt ecstatically. But then he realizes that she is... crying. "Aunt May?" he asks.

"Peter, that was your Uncle Ben who just called!" she reveals. "He was... let go..."

"What? But why?"

"His employer was paying so many people, that he needed to cut down on his employees, and Ben was such a new worker that – well, you know... They always let go the new ones..." There is silence for a panel or two.

"Aunt May," Peter finally decided, "there's only _one_ thing to do! I've got to quit school and get a job!"

"No, Peter, you mustn't! Your uncle and I always dream you being a scientist some day! You _must_ continue your studies!" As Aunt May turned to go into the kitchen and cook dinner, Peter pondered for a solution.

_I've got to help Aunt May _somehow_! Wait! With my powers as Spider-Man, I can do anything! I can go anywhere! No one, Nothing can stop me! Any amount of money could be mine – just for the taking! But _no_! What am I thinking of? I'm no criminal! I'm not a thief! Besides, if I were ever arrested and imprisoned, it would break Aunt May and Uncle Ben's hearts! No! There's only one other way! I have to perform _double-time

---

But, when Spider-Man arrives at the director's office, he is, surprisingly, turned down!

"Might as well go on back where you came from, Spider-Man! There'll be no show tonight – or _any_ night!" He says.

"_What_? _Why_? What happened?"

"_This_ happened!" the director explained, shoving a newspaper into Spider-Man's masked visage. "Look at this editorial! The paper has everyone so steamed up, they'll probably toss you in jail if you show your face!"

"But _why_? What have they got against me? What have I _done_?"

---

"We cannot allow that masked menace to take the law into his own hands! He is a bad influence on our youngsters! Children may try to imitate his fantastic feats! Think what would happen if they make a hero out of this lawless, inhuman, monster! We must not permit it! I say that Spider-Man must be outlawed! There is no place for such a dangerous creature in our fair city! The youth of this nation must learn to respect _real_ heroes – men such as my son, John Jameson, the test pilot! Not selfish freaks such as Spider-Man – a masked menace who refuses to even let us know his true identity!"

XXX

Yes, yes, I know. You thought that this one would be slightly different. Well, in truth, I'm just as surprised as you are... But Jameson has no idea who Uncle Ben is, so that doesn't concern him... yet...

But don't worry, as we stray farther and farther into the darkness within, we will see a tremendous difference from the comics! Don't worry! I promise!

---

Wanna know what really confuses me? On page 6, first panel, Peter Parker says, "Well, if I can't make a living as Spider-Man, the bla, bla, bla" out loud. In public! Seriously, where are the thought bubbles already? Does anyone remember? It's beginning to annoy me.

XXX

It was all over the news. John Jameson, son of JJJ, was about to orbit the earth in a rocket.

_How do you do it?_ Peter thought at the dinner table. The news was on the kitchen TV. Unfortunately, Peter could not ask Uncle Ben to turn it off. After all, just imagine such a conversation: "Say, Uncle Ben, will you please change the channel?" "Why, Peter?" "Because J. Jonah Jameson's been picking on Spider-Man a lot lately?" "And why might this matter?" "Because I _am_ Spider-Man!" It wasn't exactly in Peter's best interest to reveal this news to his old and fragile aunt and uncle.

But then, disaster strikes! A small section of the forward guidance package breaks loose from the capsule, and falls into space... Without this essential guidance unit, the capsule goes into an erratic orbit, completely out of control!

"John Jameson has only minutes to live," stated the television reporter. The television screen showed the wild shuttle. Peter stared at the screen, mesmerized.

The shuttle crashed and exploded. Peter grinned.

"Good riddance."

---

The following morning, Peter walked downstairs to hear his aunt and uncle speaking with each other.

"Oh dear," Aunt May was saying, "I certainly hope they find that horrible Spider-Man and lock him up before he can do any harm!"

"What?" Peter butted in.

"Peter, m'boy, didn't you hear?" Uncle Ben replied. "Jameson accuses Spider-Man of tampering with the capsule – sabotaging it – for revenge of all the editorials! He's now convinced the FBI to even offer a reward for Spider-Man's capture!"

"Oh," Peter said, but in his head, he was cursing. _How do I get out of this one? How do I convince people that I did not sabotage that shuttle? But should I even try? Or maybe I should just simply become what I am being accused of..._

XXX

Different enough for you? The funny thing is, though, that in both of the past two issues, I've cut out the main action scene! But, don't worry, I promise to keep it next time!

NEXT: Meet the first classical villain in _**SPIDER-MAN VS. THE CHAMELEON**_! 'Nuff said.


	3. SpiderMan Vs The Chameleon

_Spider-Man: The Darkness Within #3_

_**SPIDER-MAN VS. THE CHAMELEON**_

**---**

"How can you defeat a man who can change his identity before you can catch him? Perhaps _you_ don't know the answer, but the _Spider-Man_ was determined to find out – no matter what the cost!"

---

Okay, I admit it. That's a great introductory remark for the second part of _Amazing Spider-Man #1_. And, of course, the Fantastic Four also appeared in this issue. Of course, I'm not that big of a Chameleon fan. Nor am I a Fantastic Four fanatic.

But I'm getting off-topic.

---

This exciting issue will be based upon the classic second part of _Amazing Spider-Man #1_, in which Spidey attempted to join the Fantastic Four, and then went head-to-head with the Chameleon! However, will the story be laid out in such a fashion, or will Spider-Man's lack of responsibility override in:

_Spider-Man: The Darkness Within #3_

XXX

Peter Parker wakes up one day, pondering over his money issues, when an idea pops into his head. _Say! Why didn't I think of it before? There's the way I can make some money – by joining the Fantastic Four! But wait – if I do that... then I would have to risk my life every single day... and there would be no more secret identity... What would Aunt May and Uncle Ben think? But think of the rewards! Payment by the hour! A skyscraper to live in! I'll have to think about this..._

And think he does for the days which follow...

---

And now our scene shifts to a defense installation at the edge of town... A janitor is tied up in a closet with his attacker, a pale-white man with enormous goggles hovering above him.

"With my multi-pocket disguise vest, it will be an easy matter for the Chameleon to become _you_, friend janitor!" the attacker, named the Chameleon says, as he puts on a mask which looks exactly like the janitor! Leaving the closet, he works his through the complex.

_So far so good! _the Chameleon thinks to himself. _Disguised as the janitor, it was easy to gain access to this restricted area! And now, another fast change and I will take the identity of Professor Newton!_ (Typo! I just caught this – on page five of the second story in _Amazing Spider-Man #1_, "the" is written twice, reading " I will take the the identity of". Sorry, I just had to point that out.) _Ha! Nothing can stop the Chameleon! With the right disguise, I can steal anything from anywhere, unchallenged!_ And with that, Chameleon swipes a few missile defense plans.

---

Later, at the Chameleon's hideout, he plans out another robbery.

_The iron curtain countries will pay a fortune for these plans! Hmm... a TV new bulletin..._

_Earlier today,_ declared the reporter, _eyewitnesses saw the Fantastic Four once again save the city from the infamous Doctor Doom!_

_Hmm... the Fantastic Four..._ Chameleon thought to himself. _Yes, they will make perfect _fall guys _– for me! When I steal the second half of these missile plans, I'll have them put the police off my trail! They live in the Baxter Building, so I will send a message to that address..._

---

Meanwhile, in the Baxter Building, home of the world-famous Fantastic Four, Reed Richards, Mr. Fantastic, Sue Storm, the Invisible Girl, her brother Johnny Storm, the Human Torch, and Ben Grimm, the Thing, receive the Chameleon's mysterious message...

_Calling the Fantastic Four! Meet me on roof of Lark Building at ten tonight! It will be very profitable for you!_

"I don't know, Reed," Sue said, "it could be a trap..."

"True, but still..." Reed decided, "we don't get paid for taking on Doom or the Mole-Man, and we can't afford to pass up a chance for profit!"

"I'm with Suzie," Ben grunted. "I mean, the runt didn't even leave a name!"

"Hey," Johnny laughed, "c'mon guys, there's nothing that we can't handle! I say, let's go for it!"

---

By now, you must be thinking that I've forgotten who this comic is about, but don't worry! 'Cause here comes Spidey!

"Okay," Peter decided, "I suppose that joining the FF would be to my advantage... Besides, it would get the police off my trail, so... They'll probably _jump_ at the chance to have a teenager with super-powers working with them! It'll be a _natural_!" Peter Parker steps inside and searches for the elevator. _Here's their private elevator, but the blamed thing isn't working! Uh-oh – I forgot! It can only be operated by one of the _Four_ using a special electronic beam! Well, that won't stop _Spider-Man_! Forcing a couple of locked doors open is mere child's play for me!_

Pete leaps into the elevator and presses the buttons for the correct floor. When he arrives, he opens up the rest of the doors and charges into the Fantastic Four's private skyscraper headquarters!

But, before then, an _alarm_ rings in the ready room of the Fantastic Four...

"The _alarm_!" Reed bellows. "Someone is trying to sneak in!"

"He must be some kinda _nut_ to think he can take _us_ be surprise!" Johnny laughs, bursting into flames as the Human Torch.

"There's his picture on our view-plate! It's some kid..." Reed announces.

"Why didn't he phone for an appointment, like anyone else?" ponders Torch.

Thing grunts. "'Cause he's a teen-age, cornball show-off, just like the Torch!"

And so, when Peter arrives with his, "Greetings, group! You shouldn't make it so easy for people to drop in on ya!", a plexi-glass cage drops from the ceiling!

"Got new for you, loudmouth – it _ain't_ that easy!" Thing declares.

"Ha!" Peter guffaws. "This gizmo may keep out the _riff-raff_ gruesome, but it's a _joke_ to _me_!"

Mr. Fantastic stares in awe. "How did you do _that_, kid?"

"Don't worry, rubber-face! This squirt's gonna be taught some _manners_, right _now_!" Thing charges at Peter.

"_Ow!_ Ya big ape – who do ya think you're pushing around?" Peter grabs Thing and hurls him at Torch, who barely gets out of the way in time. "I'm _Spider-Man_!" And on that note, Pete sheds his civilian clothes, and puts on the Spider-Man mask.

_Ordinarily,_ he thinks, _I wouldn't tell anyone that, but the FF never got my name, so I'm safe!_

"Now _hold it_, son! We don't want to fight with any strangers – at least, not till we know what we're fightin' _about_!" Mr. Fantastic says, stretching out his hands in an attempt to maintain Spider-Man.

"Who's _fightin'_?" Spidey bellows. "Just consider this a little _exhibition_!" Spidey then shoots his webs at Mr. Fantastic, who stretches out of it, somewhat impressed.

But just then, Spider-Man's spider-senses go off, and he jumps out of the way in time to see a rope lash out. _It must be the _Invisible Girlhe realizes. _Well, I'll just give 'er a _whirl_ for her money!_ Spidey then snatches the rope and spins around the Invisible Girl.

"That's _it_, you animated insect! Fun's over!" screams the Human Torch. "_I'll _settle you now! _**FLAME ON!**_"

_He's got me in a circle of flame!_ Spider-Man observes. _Well, I'll just jump _over _that _clown's_ little trap!_

"Hey!" Torch shouts out, annoyed. "Stay still, darn it!" (Man, do I love that fight... Spider-Man kicks the Fantastic Fours' butts one-by-one!)

Finally, Mr. Fantastic stretches into a barrier to end the fight, with Thing pounding behind him, shouting, "Get outta the way killjoy! Gimme another crack at 'im!"

"Okay – that's _it_!" Reed shouts out. "No more fun and games, fella! Someone might get _hurt_! Now, suppose you tell us what you're here for!"

"It's about _time_ someone asked me!" Spidey sighs, relieved. "I came up here to join up with you! I wanna be a member of the Fantastic Four!"

"Ah..." Reed sighs. "Well... we're not exactly the Avengers, allowing new members to join at anytime... We're more of a family..."

"But I can help out a lot! I just single-handedly beat you all!"

"Besides," Sue explained, "aren't you wanted by the police? This isn't 'Outlaws Anonymous'!"

"I might have known!" Spider-Man screams, exiting through a window. "You're just like all the rest! Ready to believe the _worst_ of anyone! Okay, keep me out of your group! Who needs you? I'll make you guys look like _pikers_!"

"Wait! Come back!"

"Too bad he left so suddenly!" Sue said. "Perhaps we could have _helped_ him!"

"We've got enough problem kids to worry about now!" Thing snorted.

"Say, wait a sec – he _could_ have helped us!" Mr. Fantastic mused. "After all, he definitely has sheer power."

"But how do we know that he's not a spy for Doom?" Human Torch pondered.

"Johnny!" Sue moaned. "He's just a kid! And he seemed... confused..."

"What do you say we put him to a test?" Reed declared. "Remember that phone call from earlier? Maybe he can come with us and if it's not a trap, we'll find something else..."

"Sure, I'll go get him!" Johnny said, and flew out the window after Spider-Man.

---

"Hey, Spidey!" Johnny shouted out to the masked man on a building-top.

"What is it, Torch? You here to make a _comeback_?"

"No, I'm here to make an _offer_! We were thinking, and decided to put you to a test. Howsabout you come with us on a mission? You see, earlier, we received an anonymous phone call..." After explanations, Spider-Man nods and says:

"Fine. I'll meet you at nine, okay?" And on that note, he swings away.

---

As ten PM approaches, we shift our focus to the Lark building, where the Chameleon attacks an unsuspecting guard and, once inside the elevator...

_So far, my time-table is running right to the split-second! Now to change to my Human Torch guise!_ Soon, he arrives in the office of a military commander.

"Torch?" gasps the commander. "H-how did _you_ get in? W-what do you _want_?"

"Those missile defense plans which you're holding!" Chameleon then ejects a flamethrower which burns the ducking officer.

"I _can't_ believe it! _You_ – a traitor!" While the officer ducks underneath his deck, Chameleon swiftly changes into the Invisible Girl!

"Okay, Johnny," he says, "take these missile defense plans and go meet Reed and Ben on the rooftop. I'll make sure that this guy doesn't escape!"

Chameleon then ducks underneath the desk, slowly, giving the commander just enough time to press the alarm button and warn his fellow officers of the break-in via walkie-talkie. Chameleon takes his gun and shoots the officer.

---

On the rooftop, Chameleon, still in Invisible Girl's disguise, appears and jumps into his helicopter just before the real Fantastic Four, with the unexpected Spider-Man, arrives in the Fantasticar.

"Strange..." Spider-Man says to the Fantastic Four, "that helicopter must have just left the roof we're heading for!"

As the Fantasticar lands and the five costumed heroes step out, armed guards arrive on the scene as well...

"_Look!_ There they _are_!"

"_Spider-Man_? What's he doing here? He wasn't in the report!"

"I dunno... but he's either with us or he's against us, and from the looks of things, he's in league with the FF!"

"_Freeze_! All of you! We want those secret plans you stole!"

"Aha!" Thing observed. "I _told_ ya fellows it was a trap!"

"We don't know what this is all about," Spider-Man announced, webbing up the officers, "but nobody's framin' _us_ for anything! _That'll_ hold you till we can get away!"

---

Later, in the Fantasticar, Invisible Girl realizes that the helicopter pilot must be the man the police really want!

"But how can we track him now?" Reed questions.

"Don't worry, gang!" Spider-Man declares. "If he hasn't flown too far, I can use my spider-senses to 'tune in' on the ship... get its location! _Got_ 'im! He's out towards the waterfront! Let's _stop_ him!"

XXX

Ah, yes, finally! I have action! I hope you're enjoying my twist of having Spider-Man _and_ the Fantastic Four take on Chameleon!

XXX

Later, the five find the helicopter and, once close, Thing charges out and bashes the engine!

"There we go!" he shouts out and Mr. Fantastic reels him back into the Fantasticar as Invisible Girl uses her forcefields to stop the she from falling into the water.

"Web him up, Spidey!" Torch orders, and Spider-Man obeys, trapping the Chameleon into a web-bag and recovering the missile defense plans as well.

---

And so, before the police have even left the Lark building roof, the Fantastic Five arrives...

"Here's the guy you're looking for!" Mr. Fantastic explains to them. "The guy who stole those plans and impersonated _us_!" But, in the next split-second, the wily Chameleon drops a tiny smoke pellet, and breaks free in the confusion...

_Before they know what happened, I'll have taken a new disguise, and be _free the Chameleon thinks.

"He can't get out of the building!" says a guard. "All exits are guarded!... Search every room!"

"I'll head in here!" says the Invisible Girl.

"I'll take _this_ corridor!" says Mr. Fantastic.

_And _I'll_ head for the street under your very _noses But again, the Chameleon has reckoned without Spider-Man's supernatural spider's instincts...

_That tingle I feel! My quarry is close – within striking distance!_ he realizes.

_He's _wise_ to me! _the Chameleon stammers in his head. _If I can just pull this fuse –_

And just then, the lights go out... But Spider-Man can still sense him!

_I'll just shoot my web over – oh _no_! I'm all out of web fluid!_ _I've got to reach that exit before _he_ does! That figure – leaving the others – it's _him

But, just then, the lights go on again, revealing Spider-Man attacking what seems to be a police officer!

"_Help!_" the Chameleon shouts. "Grab him! It's the Chameleon, disguised as Spider-Man!"

"Wha -?" And as Mr. Fantastic, Invisible Girl, Thing, Human Torch, and a load of cops attack Spidey, the Chameleon sneaks away, accidentally tearing his shirt in the process...

Thinking fast, Spidey leaps onto the ceiling.

"Say, it really _is_ Spider-Man!" Human Torch realizes. "No one _else_ can do that!"

"_Sheesh!_" Spidey grunts. "Every time I try to help, I get into _worse_ trouble!"

"Yeah, sorry about that..." Invisible Girl apologizes.

"_Found him!_" shouts one the cops, showing the others a police officer whose ripped uniform reveals a Fantastic Four costume beneath. "Here he _is_, Captain! I spotted him by his torn uniform – I could see his other disguise beneath it!"

"_Blast it!_" complains the Chameleon. "I must have ripped it in my scuffle with Spider-Man!"

---

Later, at the Baxter Building, Mr. Fantastic presents Spider-Man with a replica of his costume, only featuring blue and white colors and a Fantastic Four emblem in place of the red and blue and spider emblem.

"Welcome to the Fantastic Four!" he says.

"Thanks, Reed!" Spider-Man thanks. "So now, let's get down to business... How much does the job _pay_? I figure I'm worth your _top_ salary!"

"I _knew_ it!" Thing declares. "That kook has rocks in his head!"

"Afraid you made a mistake, Spider-Man! We're a _non-profit_ organization!" Sue says.

"We pay _no_ salaries or bonuses!" Reed explains. "Any profit we make goes into scientific research!"

"You came to the wrong place, pal! This isn't general motors!" Torch jokes.

"We just keep enough money to pay our expenses! Every other cent goes into developing the most effective super-crime-fighting apparatus we can create! Sorry..."

"Oh, fine!" Spider-Man rampages. "In that case, I'm outta here! And you know, it would've been real nice if someone had told me this sooner!" And so, Spidey makes his leave...

XXX

NEXT: Here comes the VULTURE in _**DUEL TO THE DEATH WITH THE VULTURE**_! 'Nuff said.


	4. Duel to the Death With the Vulture

_Spider-Man: The Darkness Within #4_

_**DUEL TO THE DEATH WITH THE VULTURE!**_

**---**

"What fantastic power can the Vulture have which makes him so sure he can defeat... Spider-Man?"

---

Seriously, to answer that question, he has none. It's all down to gadgets. But, the Vulture has still been a fan-favorite ever since his debut in _Amazing Spider-Man #2_.

But I'm getting off-topic.

---

_Amazing Spider-Man #2_ is the famous issue in which Peter Parker got his job at the Daily Bugle and fought the Vulture for the first time... Now he will be facing the Vulture again in the alternate timeline of:

_Spider-Man: The Darkness Within #3_

XXX

For days, a new and ominous danger has menaced the vast city of New York! No man knows where he'll strike next! No one can cope with this new, awesome threat! Without warning, without the slightest sound, he strikes! For this is – the Vulture!

"It's the Vulture!" a man shouted. "He stole my briefcase – with a fortune in bonds! Help!"

"Ive read about him – but never expected to see him!"

"I didn't believe it! I thought he didn't exist!"

"It's impossible! It can't be! How can he fly – withous a sound – without any effort! He's more like a gigantic bird of prey than a human!"

---

Meanwhile, J. Jonah Jameson goes on a rampage at the Daily Bugle, for there are no photographs of the infamous Vulture – only an artist's drawing.

When Peter Parker learns of this, he suddenly gets an idea... _Magazines pay big money for hard-to-get photos! And _I _know how to get them!_

---

As soon as school ends, Peter's Uncle Ben gives him a miniature camera. And then, in the privacy of his room, Peter Parker changes into Spider-Man!

"I'll figure out a way to attach the camera to my costume and then test it out!"

---

_Well, well! _the Vulture thinks to himself. _So the Park Avenue Jewelry Exchange is moving a million dollars worth of diamond to their new offices across town, eh? It shouldn't be hard for the Vulture to get his hands on those gems! They'll probably be expecting me to try something, but I'll get those gems in a way that no one would ever suspect! Even _Spider-Man _wouldn't have a chance of stopping _me

And, as the Vulture delivers his message, reading "I shall steal the diamond shipment from under you noses! _–the Vulture_", to the Daily Bugle, the radio station, and to the police chief himself in a demonstration of his confidence, he fails to notice Spider-Man on a nearby rooftop.

"If these photos of the Vulture come out all right, the should be worth a small fortune!" But, in his eagerness to get a close-up picture the Vulture, Spider-Man carelessly kicks a loose brick...

_That sound! There's someone on the roof behind me!_ the Vulture thinks. _I've got to move – fast! As only a vulture can!_

And then, the Vulture quickly swoops around behind Spider-Man and, before Spidey's spider-sense can warn him, knocks him out, and tosses him into a nearby water tower, then flies away.

---

Meanwhile, inside the tower, the shock of hitting the cold water instantly revives Spider-Man.

_The Vulture somehow trapped me inside this water tank! Well, I've only myself to blame for being so careless! I'll just shoot my web towards the top and – oh no! The ejector is empty! I forgot to refill it since I used it last! Can't climb to the top, either – it's too wet and slimy even for me to get a toehold on! Oh, if I get out of here, I swear – the Vulture will pay!_

Finally, Spider-Man gets an idea. Using his superhuman muscles, he dives down to the bottom of the tank, squats down, and hurls himself upwards – right out of the tower!

---

Later, in Peter's room, he muses his pictures, observing their fine quality. He decides to send them to J. Jonah Jameson himself for a few good laughs... Next, he plans out his revenge...

After refilling his web-fluid, he adds a few extra capsules, just in case. Then, he places it in a belt, where he plans to attach a miniature camera once he gets enough money. The entire contraption fits underneath his shirt. And finally, he creates a small device which may just help him out when he declares war on the Vulture...

---

The next day, Peter calls the Daily Bugle and is answered by a Frederick Foswell.

"Sorry," Foswell says, "Mr. Jameson's taken the next few weeks off after the death of his son."

"That's okay, I just want to sell these exclusive pictures of the Vulture..."

And, after a quick visit, Foswell buys the pictures and asks Peter to return with more anytime.

---

The next day, Spider-Man perches himself on a building above the diamond exchange, waiting for the Vulture to arrive. Making sure that no one sees isn't easy, and Peter grows impatient. Not only will the police shoot at him if they spot him, but not even the Vulture seems crazy enough to try grab the diamonds with all these cops!

"I wish the Vulture _would_ make a try for those diamonds, Chuck!" an officer says. "We'd nab 'im for sure!"

"Yeah, but he won't show! He's too smart for that!"

"It's all clear! Start bringing the jewels out!"

"Not a sign of the Vulture! He _knows_ he wouldn't have a chance!"

"The sky's clear except for out own chopper up there! Looks like the whole thing was a false alarm!"

"But stay alert anyhow! With a character like the Vulture, you never know _what's _gonna happen next!" Just then, a manhole cover was lifted and the Vulture peeked through.

"Gentlemen," he jeered, "you are so _right_! And now _I'll_ take those diamonds!"

"_The Vulture!_ But _how _-?"

"We expected an attack from above!"

But, even before the Vulture can duck below, Spider-Man shoots two weblines – one to toss away the lid and the other to snag his bird foe.

"Spider-Man!" a policeman shouted. "See, Barney? I _told_ you he was on our side!"

Without a word, Spider-Man tugged and the Vulture flew towards him. Landing a blow to Vulture's jaw, he forced the villain back. But the Vulture recovered and flew up into the air, with Spider-Man still hanging on. Meanwhile, the police and their choppers started shooting at the Vulture, who suddenly noticed the helicopters and planned out the end of Spider-Man!

Quickly and silently, the Vulture flew above a chopper and aimed such that Spider-Man would swung into the helicopter's spinning blades like a ragdoll. But, Spider-Man's spider-sense warned just in time, and he jumped ten feet up the webline.

_I need to get closer!_ he thought, and began to climb up his webbing towards the giant bird-man.

"Not so fast, Spider-Man!" the Vulture shouted and dived underneath a helicopter. This time, he knew that Spider-Man may jump, but he would no longer be able to grab onto anything else.

"Oh no!" an officer shouted. "He's not gonna make it!"

But dying was not exactly very high on Peter's to-do list, as he dove high into the sky. He knew, however, that it was only a matter of time before he fell into the chopper's blades and not even the pilots inside could get it out of the way in time.

"Well, at least he'll die a hero..." and onlooker declared.

Spider-Man shot his webs out and halted the spinning blades. When he fell, they were stationary. He grabbed onto a blade and swung around it, even as the helicopter fell to a nearby abandoned building. Even the chopper exploded, Spider-Man grabbed onto the Vulture, who was right there.

XXX

The above five paragraphs occurred in less than a second. Here is where we're finally seeing the toll of Spider-Man's missing lesson!

So, let's review: he wants revenge on the Vulture for humiliating him, doesn't care who gets in his way, and will now be sure the enormous bird of prey fails to escape. I'll be the first to say it – _some hero!_

XXX

Spider-Man reached into his belt and grabbed the device which he had created earlier. _If I'm right,_ he thought to himself, _then the Vulture flies with use of magnetism! This device will negate that effect, and the Vulture will plummet to his doom! Of course, what fun is that... I'm going to take out the Vulture in the same way he humiliated me..._

Spider-Man pressed a button and suddenly, the Vulture began to scream.

"AAAAAAAAAUUUUUUUGGGGGGHHHHHH! WHAT'S GOING ON? WHY CAN'T I FLY? WHY ISN'T IT WORKING ANYMORE!" Spider-Man has the ability to stick to walls... Of course, he can also use the ability to stick to anything... Therefore, he grabs the falling bird out of the sky with his feet and swings away.

There is silence.

"He just killed innocent officers," someone finally said – it was Flash Thompson, "and then saved the Vulture..."

"The Daily Bugle is right! He's a menace! I bet that they're in cahoots and the entire fight was staged to make Spider-Man seem like a hero!"

---

Meanwhile, Spider-Man swings over to a nearby water tower and drops the Vulture inside. Spider-Man stands at the only exit and watches as the helpless scavenger drowns below. Spidey then slams shut the tower and swings over to the Daily Bugle to sell some more pictures...

XXX

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NEXT: THE MARTIAN CHRONICLES! 'Nuff said!


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